• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military

2

Analysts expected oil to surge above $200 but China has quietly kept prices half of that—and can’t for much longer

3

Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there

1

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military

2

Analysts expected oil to surge above $200 but China has quietly kept prices half of that—and can’t for much longer

3

Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
FinanceWall Street

Wall Street’s Little Secret: It wins both the coming and going

By
Allan Sloan
Allan Sloan
Down Arrow Button Icon
By
Allan Sloan
Allan Sloan
Down Arrow Button Icon
November 13, 2014, 7:15 AM ET
Rich Men On Wall Street
Vintage illustration of a group rich men wearing top hats on Wall Street, 1927. (Illustration by GraphicaArtis/Getty Images)Illustration by GraphicaArtis/Getty Images

You have to love the way Wall Street works. What other industry do you know of that can happily profit from two mutually contradictory trends, both of which it promotes with unbridled zeal?

The first trend is big companies breaking themselves into separate parts in the name of efficiency and shareholder value.

The second trend is big companies making large acquisitions in order to minimize their U.S. taxes, paying little regard, if any, to how the acquisitions will actually work out.

Breaking companies into pieces is all the rage these days, and Street dealmakers (and hedge funds looking for quick stock price increases) are pushing spinoffs as an efficient, shareholder-friendly practice. Twenty of these transactions were completed or announced this year through the end of October, according to S&P Capital IQ. That’s more than in the previous three years combined, which had a total of 14. And this year still isn’t over.

The other big rage on Wall Street is so-called inversions (which I call desertions) that involve U.S. companies buying foreign-based companies, then changing their tax residence to the foreign firms’ domiciles to take advantage of lower tax rates.

So, you see, it’s great for companies like HP to split themselves into separate businesses in the name of efficiency. But it’s also great for other U.S. companies to bulk up by making big acquisitions. How can we have these contradictions co-existing so comfortably? Because—be still, my heart!—Wall Street isn’t in business to help its customers or its clients or us retail shareholders (though that sometimes happens as a byproduct). Wall Street is in business to make money for Wall Street.

In both breakups and inversions, Wall Street is giving corporate customers what they want—or what they have come to believe they want. (As Street cynics say, “When the ducks quack, feed them.”) Meanwhile, the Street reaps a rich harvest of advice fees, financing fees, and trading profits from these deals.

SPLIT-UP MANIA So far this year 20 U.S. corporations have announced or completed deals to break themselves up—more than in the previous three years combined.
SPLIT-UP MANIA So far this year 20 U.S. corporations have announced or completed deals to break themselves up—more than in the previous three years combined.Graphic Source: S&P Capital IQ * through Oct. 31

The current trend of corporate breakups and spinoffs is a reversal of the previous, bigger-is-better trend. Companies such as eBay and Symantec were cheered when they bought PayPal and Veritas in 2002 and 2005, respectively. Now those firms are being cheered for splitting themselves up. Wall Street profits by putting the firms together; now it profits by taking them apart.

That brings us to corporate inversions, transactions in which a U.S. company buys a foreign-based company. I’ll spare you my customary rant on how these deals undermine our society and Main Street’s remaining faith in corporate America. Instead, I’ll focus on the shareholder-unfriendly economics of the takeovers that companies do in order to invert.

In an inversion, a company typically pays a fat premium to do a takeover in which it issues stock equal to at least 25% of its shares outstanding, the legal threshold required for inversions. That’s a big takeover, folks.

Companies crow—sometimes publicly, sometimes only in private—about how much money they will save in taxes by inverting. But what almost no one but me seems to discuss is the cost to existing shareholders of paying a fat premium, combined with the risk of having to make a big acquisition work out. According to a Harvard Business Review paper published in 2011, “Study after study puts the failure rate of mergers and acquisitions somewhere between 70% and 90%.” There’s no reason to think that inversion-motivated takeovers will work out any better for shareholders than the conventional kind typically do.

But you can be sure that inversion-motivated takeovers, like garden-variety takeovers and the current wave of split-ups, will work out well for Wall Street. Be it breakups or bulk-ups, the Street collects its fees and profits upfront, leaving the messes behind for stockholders, employees, and other stakeholders to deal with. Yet another example of high finance at work.

Reporter associate: Marty Jones

This story is from the December 1, 2014 issue of Fortune.

About the Author
By Allan Sloan
See full bioRight Arrow Button Icon

Latest in Finance

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Finance

‘I love the inflation’: Trump is ‘not concerned’ about inflation hitting 4% for the first time since 2023. ‘The numbers were great’
EconomyDonald Trump
‘I love the inflation’: Trump is ‘not concerned’ about inflation hitting 4% for the first time since 2023. ‘The numbers were great’
By The Associated Press and Christopher RugaberJune 10, 2026
11 hours ago
A man guides a ship in the water.
EnergyOil
Analysts expected oil to surge above $200 but China has quietly kept prices half of that—and can’t for much longer
By Sasha RogelbergJune 10, 2026
11 hours ago
Meryl Streep says she was ‘ready to retire’ when the call for ‘Devil Wears Prada’ came—so she demanded they double her salary or nothing
SuccessThe Promotion Playbook
Meryl Streep says she was ‘ready to retire’ when the call for ‘Devil Wears Prada’ came—so she demanded they double her salary or nothing
By Orianna Rosa RoyleJune 10, 2026
15 hours ago
Kevin Warsh (L) shakes hands with U.S. President Donald Trump after being sworn in as the new Chairman of the Federal Reserve in the East Room of the White House on May 22, 2026 in Washington, DC.
EconomyInflation
Inflation is back above 4% for the first time since 2023—but Kevin Warsh might catch a break
By Eva RoytburgJune 10, 2026
16 hours ago
swiss
EuropeImmigration
Switzerland to cast world’s first ever vote on whether to cap population
By Jamey Keaten and The Associated PressJune 10, 2026
16 hours ago
Top CD rates from major banks on June 10, 2026: Chase CDs, Bank of America CDs, Citibank CDs, and more
Personal FinanceCertificates of Deposit (CDs)
Top CD rates from major banks on June 10, 2026: Chase CDs, Bank of America CDs, Citibank CDs, and more
By Joseph HostetlerJune 10, 2026
16 hours ago

Most Popular

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military
Asia
Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military
By Kate O'Keeffe and BloombergJune 8, 2026
2 days ago
Analysts expected oil to surge above $200 but China has quietly kept prices half of that—and can’t for much longer
Energy
Analysts expected oil to surge above $200 but China has quietly kept prices half of that—and can’t for much longer
By Sasha RogelbergJune 10, 2026
11 hours ago
Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
Success
Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
By Preston ForeJune 8, 2026
3 days ago
Marc Lore’s robots make 500 burrito bowls an hour. A human can make 45
Innovation
Marc Lore’s robots make 500 burrito bowls an hour. A human can make 45
By Amanda GerutJune 9, 2026
1 day ago
A ‘MAGA Warrior’ Texas ag chief is publicly blasting the USDA over a flesh-eating pest threatening America's beef supply
North America
A ‘MAGA Warrior’ Texas ag chief is publicly blasting the USDA over a flesh-eating pest threatening America's beef supply
By Marco Quiroz-GutierrezJune 10, 2026
20 hours ago
Current price of oil as of June 10, 2026
Personal Finance
Current price of oil as of June 10, 2026
By Joseph HostetlerJune 10, 2026
16 hours ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.